Terms of use

Date of last revision: 21st October 2015

These terms of use (hereinafter the “Terms of Use”) are entered into by:

The user (hereinafter “User” or “you” or a “Party”),

And

All Square S.A., a Société Anonyme incorporated under the laws of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B173 716, whose registered office is at 133, Avenue de la Faïencerie in L-1511 Luxembourg (hereinafter “All Square” or “we” or “us” or a “Party”).

User and All Square are hereinafter together referred to as the “Parties”.

1Introduction

All Square operates and maintains an online web-based platform accessible to Users via which All Square provides to such Users, among others, social-media services in relation to their golfing activities (hereinafter the “Platform”).

These Terms of Use govern the use of the Platform.

User expressly acknowledges and agrees that it may only use the Platform in compliance with these Terms of Use.

By accepting these Terms of Use, by clicking on the “I have read and accept the Terms of Use” button below, you acknowledge and agree to have read and be bound by these Terms of Use, including the Privacy Policy, which form part of these Terms of Use. If you do not wish to be bound by these Terms of Use, you may not use the Platform.

All Square may modify the terms and conditions of these Terms of Use, in whole or in part, at any time. User shall be informed of any modification of these Terms of Use via an appropriate method of information, such as e-mail, and shall be deemed to have accepted any of these modifications upon thirty (30) days of User’s continued access or use of the Platform as from the date of All Square’s notification of the modification, without having terminated such Terms of Use in the conditions set out in article 8 below.

These Terms of Use, as modified, shall then be applicable to the access and use of the Platform by User.

If User does not wish to be bound by any modification of these Terms of Use, User undertakes to immediately stop accessing and using the Platform.

Please read these Terms of Use carefully prior to accessing and/or using the Platform.

2Definitions

The following terms have the following meanings in this Services Agreement, unless expressly provided otherwise.

“Client” means Users that have entered into a Services Agreement with All Square, the purpose of which is to provide such Users with additional services via the Platform within the context of such Client’s professional activities. For the avoidance of doubt, in these Terms of Use and unless specified otherwise, a Client is a User, but a User is not necessarily a Client.

3Proprietary rights

3.1 All Square's Intellectual Property Rights

Subject to the limited rights expressly granted to User in article 3.2 below and to the exclusion of any intellectual property rights on User’s Content (as defined below), User expressly acknowledges and agrees that All Square and/or its affiliates hold and reserve all proprietary rights in, to and in relation to the provision of the Platform, in particular but without limitation relating to trademarks, trade names, database rights, processes, software, patents, copyrights, designs, logos, calculations, algorithms and domain names (hereinafter “All Square’s Intellectual Property Rights”).

3.2 User's right of use and restrictions

User is granted a right to use All Square’s Intellectual Property Rights for the sole and exclusive purpose of using the Platform under the conditions set out in these Terms of Use.

User agrees that it i) may not use in any way the Platform or User’s Content in violation of any applicable laws and in particular applicable intellectual property laws, or in violation of these Terms of Use, ii) may not access and use the Platform in order to build and/or make available in any way any similar or competing services, iii) may not make any permanent copy of, or make derivative works incorporating any of the elements of, or reverse-engineer or decompile or try to access and/or modify in any way the source codes of any software used by All Square for the operation of the Platform or protected by All Square’s Intellectual Property Rights, and/or iv) may not use the Platform to create, store, use, reproduce or disseminate infringing or otherwise unlawful data, information or content or data, information or content that violate any third party’s rights such as right to privacy or intellectual property rights.

All Square reserves the right to notify any competent authority of any action or conduct of User while using the Platform that All Square may deem to be unlawful or infringing, without any prior notification to User.

3.3 User's Content

User may post content on the Platform that may include data and/or information in text, image, audio and/or video or other format (hereinafter “User’s Content”).

User hereby expressly warrants that it holds all necessary rights to publish, submit and/or transmit its User’s Content and that it holds all necessary rights to grant All Square the License on User’s Content (as defined below).

User grants All Square a non-exclusive, sub-licensable, worldwide and free-of-charge license to exploit its User’s Content for the legal duration of protection of intellectual property rights, including, inter alia, the right to use, reproduce, display, distribute, modify, create derivative works from or integrate in any way whole or part of any such User’s Content for the purpose of operating and providing the Platform (hereinafter the “License on User’s Content”).

Furthermore, Client grants All Square a non-exclusive, sub-licensable, worldwide and free-of-charge license to use Client’s distinctive signs, such as its trademarks, logo, corporate name, etc., (hereinafter “Client’s Trademarks”) for the legal duration of protection of intellectual property rights, including, inter alia, the right to use, reproduce, display such Client’s Trademarks, for the sole and exclusive purpose of operating and providing the Platform.

User shall defend, indemnify and hold All Square harmless in the event of any Claim (as defined below) arising out of or related in any way to All Square’s use of User’s Content or Client’s Trademarks as set out above, or to User’s Content or to Client’s Trademarks.

4Indemnification

Notwithstanding article 3.3 above, User agrees to defend, indemnify, and hold All Square and its managers, affiliates and/or employees, harmless from and against all claims, suits, proceedings, losses, liabilities, damages, costs and expenses (including without limitation any legal fees) (hereinafter the “Claims”) made against or incurred by All Square arising out of User’s access and/or use of the Platform if such access or use is made in breach of User’s obligations under these Terms of Use, or in violation of any applicable laws or any third party’s rights, including intellectual property rights and right to privacy.

In the event All Square receives any Claim from a third party as specified above, All Square reserves the right to discontinue User’s access to the Platform, block Client’s access to its Account (as defined below) and/or delete all or part of User’s Content within five (5) days from receipt of notice by All Square of the existence of the Claim.

5Data protection

User expressly acknowledges and agrees that it has read and accepts the Privacy Policy available at www.allsquaregolf.com/privacy that is incorporated herein by reference and that forms part of these Terms of Use.

6Account creation and security

In order to use the Platform, User must register to said Platform by creating an account (hereinafter the “Account”) that will be protected by a personal username and password (hereinafter the “User ID”).

In order to create an Account and thus use the Platform, User must provide true, accurate, up-to-date and complete information during the registration process, and must notify All Square immediately of any changes thereof, in order for the User’s data to be truthful, accurate, complete and up-to-date at all times.

User is responsible for all access and use of the Platform made via its User ID, and is responsible for taking all appropriate measures to keep its User ID confidential.

Furthermore, User undertakes to take all appropriate measures to prevent harmful agents or components from entering its systems and to prevent any unauthorized or unlawful or infringing access or use of the Platform through its User ID.

7Use of the Platform

User acknowledges that access to the Platform is provided on a “fair use” basis.

Use of the Platform may be subject to limitations, including technical limitations, the object of which could for example be an unusually large quantity or a substantially poor quality of User’s Content posted by User, etc.

All Square reserves the right to limit User’s access to and/or use of the Platform after reasonable notice if User uses the Platform in violation of the fair usage limitations set out above.

User acknowledges and agrees that while the purpose of the Platform is, inter alia, to enable Users to post User’s Content on said Platform, All Square does not exercise any control or command of any nature on the information disseminated via the Platform, including on the User’s Content (any such content, hereinafter the “Platform Content”) but at the exclusion of reviews that may be published by Users related to their experience with a given golf course (hereinafter the “Users’ Reviews”; for the avoidance of doubt, it is understood that Platform Content does not include Users’ Reviews) and as such:

Has no obligation, nor does All Square agree to conduct any systematic screening, verification, modification, filtering or deletion of any nature or more generally, to conduct any kind of active action that may have an impact on the Platform Content;

May not be held liable for any use of the Platform Content and/or Users’ Review by User or as regards the content, accuracy, correctness, completeness, reliability or availability of the Platform Content.

User is solely responsible for its User’s Content.

In the event All Square notices or is notified by any User of Platform Content or Users’ Reviews that are published on the Platform in breach of these Terms of Use, All Square may, if such Platform Content or Users’ Reviews are clearly published in breach of this Agreement, remove such Platform Content or Users’ Reviews immediately and without notice.

8Term and termination

These Terms of Use are entered into for an indefinite term as from the date of creation of an Account by User.

All Square may terminate these Terms of Use, without motive and without recourse to the courts, by written notice sent to the other Party via e-mail. These Terms of Use shall then be terminated following a one-month’ notice as from the date of said written notice.

User may terminate these Terms of Use, immediately, without motive and without recourse to the courts, by requesting All Square to delete its Account via e-mail at: notices@allsquaregolf.com.

All Square shall be entitled to temporarily suspend User’s Account or terminate these Terms of Use with immediate effect and without recourse to the courts and as such, to permanently delete User’s Content and/or User’s Account and as such, prohibit User from accessing and using the Platform in the event User breaches these Terms of Use and does not cure such breach within fifteen (15) days as from the date of notification of the breach by All Square.

In the event of material breach of these Terms of Use, All Square shall be entitled to suspend User’s Account or terminate these Terms of Use with immediate effect as from the date of notification of such breach by All Square to User, without any notice whatsoever (including without any cure period), either express or implied, and without recourse to the courts and as such, to permanently delete User’s Content and/or the User’s Account and as such, prohibit User from accessing and using the Platform.

In the event of termination for any reason, User acknowledges that All Square will be entitled to delete its Account and any User’s Content and that as such, User may no longer access the Platform or any Platform Content or Users’ Reviews.

User acknowledges that in this event, All Square shall have no obligation whatsoever to provide User with a copy of any data, including the Platform Content or User’s Content or Users’ Reviews that may no longer be accessible to User as a result of the termination of these Terms of Use.

9Warranties, liability and limitations

9.1 All Square's warranties and disclaimer

All Square warrants that it has the power and authority to enter into these Terms of Use.

The Platform is made available on an “as is” basis.

All Square does not warrant that it will operate error-free or in an uninterrupted manner or that the Platform shall meet User’s requirements or expectations or that they will fit any particular purpose.

9.2 User's warranties

User warrants that it has the power and authority to enter into these Terms of Use.

9.3 Liability and limitations

User is solely responsible for obtaining, installing, maintaining and operating all adequate software (such as an internet browser), hardware (such as a computer) or other equipment (such as obtaining an internet connection), necessary to access the Platform.

User acknowledges that the internet is not a stable or secure environment. As such, All Square may not be held liable for any defects or delays in the access or use of the Platform arising as a result of any problem associated with the internet.

In no event shall All Square be liable towards User for any indirect damage, in particular, but not limited to, damages resulting from the loss of data or loss of profits arising under or in connection with these Terms of Use, or from or in connection with the access and/or use of the Platform.

10Miscellaneous

Applicable Law and Venue. These Terms of Use shall be governed and construed in accordance with the laws of the Grand-Duchy of Luxembourg.

The courts of the judicial district of Luxembourg-City shall have exclusive jurisdiction in relation to any dispute arising out of or in relation with this Services Agreement.

Assignment. All Square may assign, transfer of any of its rights or obligations under the Agreement to a third party following prior notification of such assignment or transfer.

No Agency. The Parties are independent contractors. Nothing in this Services Agreement shall be construed as creating any relationship of any sort between the Parties other than the one expressly provided by this Services Agreement, including without limitation any sort of partnership, joint venture, agency, or employment relationship.

Survival. Notwithstanding the termination of this Services Agreement for any reason, Articles 3 - Proprietary Rights, 4 – Indemnification, 5 - Data protection, 8 - Term and termination, 9 - Warranties, liability and limitations, and 10 - Miscellaneous of this Agreement shall continue in full force and effect following such termination.

Notices. All notices, demands and requests of Client to All Square shall be made at the following address: notices@allsquaregolf.com.

All notices, demands and requests of All Square to Client will be deemed given when sent by e-mail to User’s e-mail address as specified by User in its Account information.